60% Chance Microsoft Walks From Yahoo Deal (MSFT / YHOO)

We now think it's more likely than not that Microsoft (MSFT) will withdraw its offer for Yahoo (YHOO) next week. This will likely send Yahoo's stock into the low $20s and Microsoft's up.

Here's why:

Microsoft's squishy quarter makes it less likely that Microsoft's rising stock will raise the value of Microsoft's bid on its own. (Ironically, of course, as the deal becomes less likely, Microsoft's stock will rise because of that--but we assume Yahoo is smart enough to know what would happen if it suddenly agreed to a deal.)

Yahoo has dug itself in deep enough that we don't see the company caving and agreeing to sell at this price--especially in the next two days. Jerry has demonstrated that he's not easily spooked, and he has to have
been prepared for the possibility that Microsoft would walk. In fact, we
think Jerry would see this as a victory (which it would be) even if
many Yahoo shareholders do not.

We think lots of Microsoft shareholders and Microsoft employees hate this deal--as well they should, because it would be a disaster. We think the complaints and concerns about the deal expressed to Steve Ballmer over the past two months have probably made him think twice about the wisdom of fighting to the death for Yahoo, even if he'll never admit that. At the very least, they'll make it easier to walk way.

We think it will actually be harder for Microsoft to win a proxy fight at the current price that is commonly thought: At least 35% of Yahoo's stock is in the hands of folks who appear unwilling to sell without a price increase (Capital Group, Legg Mason, Jerry, David, and other insiders). If Microsoft is actually willing to raise its price, it should do so now--before launching a Pyrrhic battle that will last, at a minimum, 3-4 months, will distract and hurt both companies, and might fail.

Microsoft's public statements have now gone beyond threats to what appears to us to be acceptance and resignation. Maybe we're just falling for a negotiating tactic, but we don't think so. If Microsoft is going to seriously consider raising its bid next week--which, based on Yahoo's behavior, we think is now the only way to get this deal done quickly--it sure isn't acting like it. Cutting the price, meanwhile, would make it even harder for Microsoft to win a proxy battle.

Eight weeks ago, we thought this was pretty much a done deal. We thought the companies would find common ground around $35 and that an agreement would be reached relatively rapidly at that price, once Yahoo exhausted all its options. Now, based on the positions taken by both companies and the first quarter results, we think there's less than a 50% chance the deal will get done. At least in this go-round.

Disclosure: Henry Blodget has long-term positions in both MSFT and YHOO.

60% Chance Microsoft Walks From Yahoo Deal (MSFT / YHOO)

The events of recent days, Microsoft's limited options, and the public statements made by both companies this week make us think that Microsoft's next move will probably be to withdraw its offer. This should send Yahoo's stock into the low $20s and Microsoft's up.